GRPS 8-K
Trans American Aquaculture, Inc (GRPS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
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| Not applicable. |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 9, 2024, Saleem Elmasri and Jeffrey Sedacca each resigned as directors of Trans American Aquaculture, Inc., a Colorado corporation (the “Company”). Mr. Elmasri also resigned as the Chairman of the Audit Committee. Neither of Messrs. Elmasri or Sedacca has advised the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
| Item 8.01 | Other Events. |
On December 13, 2024, due to a note holder recording a deed in lieu foreclosure, on December 2nd, 2024, Trans American Aquaculture LLC, the Company’s wholly owned subsidiary, filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code.
The Company issued a shareholder letter which provides further comments on the fiing. A copy of the shareholder letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The furnishing of the shareholder letter is not an admission as to the materiality of any information therein. The information contained in the shareholder letter is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Shareholder Letter dated December 19, 2024 | |
| 104 | Cover Page Interactive Data File (formatted in inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Trans American Aquaculture, Inc.
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| Date: December 19, 2024 | By: | /s/ Adam Thomas |
| Adam Thomas, Chief Executive Officer | ||
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Exhibit 99.1
To Our Valued Shareholders:
December 19th, 2024
We are writing to inform you of a significant development regarding the financial and operational future of Trans American Aquaculture LLC (TAA), a wholly owned subsidiary of Gold River Productions Inc, DBA Trans American Aquaculture. Due to the note holder filing a deed in lieu foreclosure and the need to protect our key assets, on Friday, December 13, 2024, Trans American Aquaculture LLC filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code. This decision was not made lightly and reflects our commitment to preserving the value of our company and securing a path forward for sustainable operations and growth.
The Chapter 11 process provides us with the opportunity to restructure our obligations while continuing our day-to-day operations. Our primary objectives during this process are:
| 1. | Preserving Key Assets: We are taking all necessary steps to protect the critical assets that form the foundation of our business, ensuring that they remain operational and productive. | |
| 2. | Maintaining Operations: We will continue to develop our shrimp genetics and broodstock and uphold our obligations to the extent possible under the guidance of the bankruptcy court. | |
| 3. | Developing a Viable Go-Forward Plan: Our leadership team is actively working on a comprehensive restructuring plan aimed at reducing debt, optimizing resources, and positioning the company for success. |
We understand that this news may raise concerns, and we want to assure you that our team is committed to transparency and collaboration throughout this process. We firmly believe that the restructuring enabled by Chapter 11 will allow us to emerge as a stronger, more resilient company capable of delivering value to our stakeholders.
In the coming weeks and months, we will keep you informed of our progress and key milestones. If you have any immediate questions or concerns, please do not hesitate to contact David Langston with Mullin Hoard & Brown, LLP @ [email protected] (806) 765-7491. For reference please see the below:
| Case Name: | Trans American Aquaculture, LLC |
| Case Number: | 24-10217 |
We deeply appreciate your patience and continued support as we navigate this challenging but necessary step toward revitalizing TAA. We remain optimistic about our ability to successfully restructure and emerge from this process with a renewed focus on innovation, growth, and success.
Thank you for standing with us during this pivotal time.
Sincerely,
Adam Thomas
CEO
Trans American Aquaculture